PHOENIX and MEMPHIS, Tenn., Sept. 2, 1997 - Doubletree Corporation (Nasdaq:
TREE) and Promus Hotel Corporation (NYSE: PRH) today announced the execution
of a definitive merger agreement, creating one of the world's largest hotel
companies with a portfolio of fast-growing upscale and mid- priced brands
including Doubletree Hotels, Embassy Suites, Doubletree Guest Suites, Homewood
Suites, Club Hotels by Doubletree, Hampton Inn, Hampton Inn Suites, and
Red Lion. This stock-for-stock transaction, valued at approximately $4.7
billion, is a merger of equals, combining Doubletree's strength in hotel
management with Promus' strength in franchising and building brands.

With approximately $5 billion in annual system-wide revenues under management
contract or franchise agreement, the combined company will be the lodging
industry's third largest revenue producer. As of June 30, the new company
had 1,136 hotels, approximately 172,000 rooms, and more than 40,000 employees
in all regions of the United States and its major markets, as well as selected
locations in Latin America and Asia.

The terms of the agreement call for the two companies to be merged into
subsidiaries of a new holding company to be named Promus Hotel Corporation.
Doubletree shareholders will receive one share in the new company for each
of their shares in Doubletree. Promus shareholders will receive 0.925 shares
in the new company for each of their shares in Promus. The transaction
is intended to be accounted for as a pooling-of-interests and is expected
to be tax-free. The merger is expected to be accretive to earnings per
share in the first full year, excluding costs related to the transaction.
The shares of the new company are expected to be listed on the New York
Stock Exchange.

The companies have agreed that:

Promus' President and Chief Executive Officer, Raymond E. Schultz,
will serve as Chairman and Chief Executive Officer of the new company,
and as a member of the Board's Executive Committee.

Doubletree's President and Chief Executive Officer, Richard M. Kelleher,
will serve as President and Chief Operating Officer following the merger,
and will succeed Mr. Schultz as Chief Executive Officer upon his retirement.
He will also be an ex-officio member of the Board's Executive Committee.

The key management team will consist of top managers of both Doubletree
and Promus, including William L. Perocchi, currently Executive Vice President
and Chief Financial Officer of Doubletree, as Executive Vice President
and Chief Financial Officer; and Thomas L. Keltner, currently Executive
Vice President and Chief Development Officer of Promus, as Executive Vice
President and Chief Development Officer.

The new company will be governed by a 14-member Board of Directors,
with seven directors designated by each company. The Board will include
Richard J. Ferris and Peter V. Ueberroth, Doubletree Co- Chairmen, and
Michael D. Rose, Promus Chairman, who will serve as members of the Board's
Executive Committee.

Each company has granted the other an option to acquire 19.9 percent
of its common stock under certain conditions.

Doubletree also announced that it has adopted a Stockholder Rights Plan,
the details of which will be released separately. Approximately 40% of
Doubletree shareholders, including, among others, General Electric Pension
Trust and Kohlberg Kravis Roberts Co., have indicated they intend to vote
in favor of the merger. GE and KKR will continue to be represented on the
Board of the new company.

Raymond E. Schultz, Promus President and Chief Executive Officer, said:
"This transaction is truly a merger of equals. The combined company
will greatly benefit from the complementary strengths of each partner.
Doubletree has grown rapidly through acquisitions and an aggressive conversion
strategy. It has an outstanding record and reputation as a quality operator
and brand marketer of full service hotels. Promus has grown through franchising
and new hotel development. We have grown our proprietary brands primarily
on a one-at-a-time basis with emphasis on product quality and consistency
and our unique 100% satisfaction guaranteed service culture, which will
be extended to all Doubletree brands."

Mr. Schultz added, "This merger is a 'defining moment' for Promus.
We have achieved a significant presence in the upscale suites and extended-stay
markets, and are the industry leader in the mid-priced limited service
segment. In joining with a quality upscale full-service brand in Doubletree
Hotels, as well as its other brands, the combined company will be able
to offer a full range of quality accommodations to meet the needs of business
and leisure travelers in markets throughout the United States. Our ability
to cross-sell and cross-market our brands will be a key driver of our future
growth. We will also be able to offer to franchisees, developers and investors
an even more complete line of hotel development opportunities in virtually
every important segment of the lodging business.

"The combination of two of the strongest and most successful management
teams in our industry will provide the depth to continue to grow rapidly
and expand to new areas. Rick Kelleher and I worked together for many years,
so I know we share the same values and commitment to product quality, customer
service and creating shareholder value. The cultures of our companies are
remarkably similar and that should make the transition more seamless. We
will immediately form transition task forces so that we will hit the ground
running," Mr. Schultz continued.

Richard M. Kelleher, President and Chief Executive Officer of Doubletree
Corporation, said, "The merger of Doubletree and Promus is a natural
marriage of two strong institutions with a common heritage and a focus
on growth. Doubletree traces its roots to a company that was one of the
original franchisees of Embassy Suites. Today, Embassy Suites is the clear
market leader in the upscale all-suites segment and accounts for more than
half of Promus' operating profit. The blending of Embassy Suites and Doubletree
Guest Suites will give the new company an even stronger base on which to
build market share. "There are also tremendous opportunities for growth
in the extended-stay market, with the upscale Homewood Suites brand complementing
Doubletree's investment in the mid-market Candlewood Hotels brand. Likewise,
our smaller Club Hotels by Doubletree and Red Lion brands will benefit
from Promus' strength as a franchisor and builder of brands. We are also
excited about having Hampton Inn, one of this decade's fastest growing
mid-market brands, included in our combined portfolio."

Mr. Kelleher added, "At a time when the lodging industry is rapidly
consolidating, the merger creates a company with significant free cash
flow, one of the strongest balance sheets in our industry and access to
sources of lower-cost capital than most of our competitors. We are very
well positioned to leverage these financial strengths to accelerate our
growth in the future."

Both companies expect to realize substantial synergies and cost savings
from the merger. They will be able to combine their respective reservation
systems, information system development and maintenance, purchasing functions,
accounting, payroll, and many other corporate support functions to provide
substantial efficiencies.

The companies said that their preliminary estimated cost savings and
synergies should yield approximately $15 to $20 million annually. Both
companies have preferred vendor programs which provide growing revenue
streams that will benefit from the combined larger room count.

Consummation of this transaction is subject to customary conditions,
including regulatory approvals and approval of the merger by shareholders
of each company. It is anticipated that this transaction will close prior
to 1997 year-end.

Morgan Stanley Co. served as financial adviser to Doubletree and BT
Wolfensohn served as financial adviser to Promus.

Doubletree Corporation is a leading hotel management company and is
the exclusive franchisor of Doubletree Hotels, Doubletree Guest Suites,
Club Hotels by Doubletree and Red Lion hotel brands.

Promus Hotel Corporation is one of the world's premier lodging companies
and the franchisor and operator of the Embassy Suites, Hampton Inn, Hampton
Inn Suites, Homewood Suites, Embassy Vacation Resort and Hampton Vacation
Resort brands. Based in Memphis, Tenn., the company currently serves guests
with an unconditional 100% Satisfaction Guarantee in more than 900 hotels
and 115,000 rooms throughout the United States, Canada, Mexico, Latin America
and Asia. A company overview and financial highlights can be found on the
Internet by accessing http://www.promus-hotel.com.

Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995: The statements contained in this release which are not historical
facts, such as those concerning future financial performance and growth,
are forward-looking statements that are subject to change based on various
factors which may be beyond Doubletree's and Promus' control. Accordingly,
the future performance and financial results of the new company may differ
materially from those expressed or implied in any such forward- looking
statements. Such factors include, but are not limited to, those described
in Doubletree's and Promus' filings with the Securities and Exchange Commission,
as well as various factors related to the transaction described in this
release, including the costs of integrating their businesses and the realization
of synergies anticipated with respect to the transaction.

DOUBLETREE AND PROMUS MERGER FACT SHEET

TRANSACTION

Merger of Doubletree and Promus to create one of the world's largest
hotel companies.

Tax-free exchange of stock into a new issue of a new company to be
called Promus Hotel Corp.

Each share of Doubletree will be converted into one share of new Promus.

Each share of Promus will be converted into 0.925 shares of new Promus.

The transaction is intended to be accounted for as a pooling of interests,
with no goodwill created.

STRATEGIC RATIONALE

Creates a powerful presence in the U.S. hotel market with a portfolio
of brands including: